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L6366 Professional Responsibility: Representing Business Organizations

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This course is fundamentally different from any other course you are likely to have in law school. Instead of teaching the ethical rules primarily or exclusively in the context of the representation of individuals, it applies them to the representation of business organizations and their directors, officers, employees, shareholders, affiliates and others. It approaches professional responsibility and ethics from the viewpoint of a lawyer who must advise a corporation, both from an in-house and outside counsel perspective. It weaves the ethical rules into the practical problems facing corporate counsel. The class will use the casebook Villa & Regan, Professional Responsibility: Representing Business Organizations (West Academic 2016). Each of the thirteen classes will focus on one chapter of the book.
The final exam will be a "moot board" presentation in which each student, working alone, is given a problem and must prepare a 15-page double-spaced (maximum length) memorandum as a general counsel addressed to the co-chairs of the board of directors (played by Professors Villa and Joseph), with minimal citation of authority, analyzing and proposing solutions to the problem. The students will have seven days, open book, to prepare the presentation. Several days after delivering the memorandum, the student will appear in the ‘moot board’ meeting and explain and defend the approach to the board co-chairs, Professors Villa and Joseph.